Walls
by EJOakenshield
Summary: Bilbo had no idea what he had gotten himself into when he joined The Company of Thorin Oakenshield, but he was much less prepared for his nephew.
1. Chapter 1

_**Walls**_

 _ **Summary: **_ Bilbo had no idea what he had gotten himself into when he joined The Company of Thorin Oakenshield, but he was much less prepared for his nephew.

 _ **Chapter 1**_

If you would have asked Bilbo Baggins, only a night earlier, if he would ever find himself riding a pony through a rain-drenched forest with a bunch of dwarves and a wizard, he would have swore you had the very wrong hobbit. Yet... here he was. He was definitely questioning that decision at the moment. He felt as if he was going to drown in rain, and beards, and he found himself feeling incredibly homesick, and slightly overwhelmed. He knew already that Thorin completely disapproved of his presence, and honestly, he had every right. He had no experience in anything he had been "hired" to do. At least a few of the others had done their best to make him feel welcome, and included, but of course, Bilbo had never felt included with anyone, even in Hobbiton, so it was no surprise that he felt completely exposed, and alone.

Then, he jumped in shock as he was yanked from his thoughts as a dry blanket dropping over his cold shoulders. His gaze shot up to meet the crystal blue eyes of the elder prince, Fili. The prince smiled down at him, but Bilbo couldn't hold his stare. He looked back at the blanket, and instantly felt a bit embarrassed, and slightly confused. Had he really looked so pitiful? Why had Fili noticed him at all? Why such a king gesture? They hadn't really had a conversation during supper, but he had been warm, and polite.

"Oh, no... You don't have-"

"It's fine, Mr. Baggins." Fili said with a confident smile, even though the rain had him looking less than his best. He then held his hand out and watched as the rain collected in the palm of his glove, then he chuckled: "Besides, such a little thing like you will drown in all this rain."

Bilbo was inclined to be offended by such a comment. It wasn't often he was referred to as 'such a little thing', and the sly smile that Fili had made him feel a bit uncomfortable, but he assumed that the prince was trying to be friendly, or at least, he hoped he was, so he decided to do the same. "A little rain never hurt anybody." He replied.

Fili laughed again, this time less cheeky, and more sincere, but as he was about to reply, Thorin caught his attention when he lifted his hand to signal that a cave had been spotted up ahead. Bilbo had no idea what the gesture had meant, but everyone seemed excited about it, as they all sped up their ponies. All except for Fili, that is, who stayed along side the hobbit, and spoke to him, again, over the rain: "There's shelter ahead."

Bilbo nodded, a bit exaggerated, though it was just his way, as it all became clear. He would have joined the others in the rush, but he honestly had no clue how to make the pony go faster, nor did he dare to try and have the possibility of loosing control. He couldn't help but notice the prince was still following along side him at the same pace. He didn't want to be rude, but he was honestly very confused by his actions, and he couldn't help his curiosity. He found himself unable to stay quiet, though he did not say exactly what he was thinking: "You can go ahead. I can't ride as fast as you, I'm sure."

"Oh, that's alright." Fili said, waving the others off, as the last of them passed. "I know you're not familiar with riding. Perhaps you need someone to teach you."

Bilbo immediately started shaking his head. "I'd rather not have to at all, thank you."

Fili laughed, and something about it made Bilbo smile. It was innocent, and, despite the rain, it was also bright. He felt grateful, and a bit nervous that the young prince was even speaking to him. He was very different from Bilbo, and he had to admit, he was certainly fascinating, even for a dwarf. It was slightly intimidating. That made Bilbo have to hold his breath, and try to keep his head grounded. That feeling brought back memories he really didn't have the time to deal with.

He was relieved to see that they had made it to the large bluff Thorin had been referring to, and Fili moved away to tend to the ponies. He was happy to have a moment to relax, though he couldn't shake a deeper feeling of loneliness with his parting. However, as he joined Bombur in preparing supper, his spirits started to lift. The company seemed in a good humor, and though not everyone was around the fire, the ones that were, Bilbo felt the most comfortable with. Bofur and Bombur were arguing over some ginger, and the 'Ri brothers were talking amongst themselves.

Just as Bilbo had finished lying his wet clothes out, and was wrapped up warming in the blue robe he had brought with him, and was going to give his opinion on the ginger disagreement, a familiar voice came from behind him. "Bilbo." He turned to see Fili standing by two bed rolls and packs several feet away from him. He blinked a few times when he realized that one was his. "Come sit with me." The prince invited, and the grin was back on his face, and, for reasons Bilbo didn't want to think of, his heart went into his throat. He suddenly felt silly for it, and tried to walked over with as much poise as he could. He felt incredibly flustered, and very confused. When he reached the prince, he just kind of stood awkwardly.

"Um... yes?"

"Sit with me." Fili repeated.

Bilbo cocked his head, and lifted his eyebrows. He felt odd, and a bit invaded. He didn't want to come off rude, but the idea of sitting right next to the dwarf made him incredibly nervous. He was frozen with a very puzzled look on his face.

Fili looked at him closely, and even though his smile faded into a small closed-mouth grin, he spoke lightly: "Is that alright?"

Bilbo shook his head quickly, and instantly started tripping all over his words. "Um.. I mean... I don't see... Well... Um... Pardon?"

Fili laughed out loud, and Bilbo wasn't sure if that meant he should feel better or worse. He knew the prince wasn't laughing at him. It was too kind, and his eyes were only gently humored. However, he still felt embarrassed, and figured a quick exit might be the best option, but before he could budge, Fili started again: "I just wanted to talk with you. I haven't gotten a chance to know you very well."

Well, that made sense, Bilbo supposed. With all excuses falling away, the hobbit simply moved over to his bedroll, and sat cross-legged, and folded his hands in his lap. He looked up at the prince, and put on the best voice he could to hide his nerves, but he felt it came out too professional: "What would you like to know?"

Fili sat on the opposite roll in front of him, matching his position and Bilbo was relieved that there was a bit distance between them, and suddenly he felt bad for assuming that the prince was flirting with him, and he felt himself feeling a bit more comfortable. The prince finally broke his gaze, and glanced over at the rain streaming down at the edge of the bluff. Then he looked back. "Do you like music?"

Bilbo blinked, and couldn't help but blurt out: "Music?"

"Yes, music. As you already know it's very important to us and our culture. I was wondering if it was the same for you."

Bilbo looked down at his hands as he spoke: "Well, yes. We play music a lot. Especially at festivals or parties, which hobbits have a lot of. Dancing, too."

"You can dance?"

Bilbo finally let out a small chuckle. "Oh, not at all. I mean... I know certain steps. I learned them when I was young, but I was never very good at it."

Fili nodded slowly. "We don't dance much. Well, I never have, anyway."

Blibo matched his nod, and finally looked back up at him. "I'm sure you have no interest in dancing."

Now it was Fili's turn to laugh. "Not really, if I'm honest. Though, I do love music." Bilbo nodded and was thinking of a response, but before he could give it, the prince started again: "I suppose you've never had any interest in learning to use a sword."

Bilbo shook his head. "A bit when I was younger, but I was just foolhardy then." Fili gave him a thoughtful look, but did not push it further.

They sat in a comfortable silence for a moment, but that awkward feeling started creeping back up in Bilbo. Though he enjoyed conversation, he wasn't exactly familiar with his new companions just yet, and the young prince's interest was odd, to say the least. He wanted to ask, but at the same time, he didn't want to see rude, or unfriendly. However, no one else had asked him to sit with them and have a real conversation. Finally he decided he would try to place his words correctly, and perhaps his curiosity would be satisfied: "Is there something important you wanted to ask me, or...?" He held out the last word a bit, and tilted his head, hinting at Fili to finish.

"Oh, no. I just wanted to talk to you. I think you're kind, and interesting."

Bilbo's eyes fell back down, and his hands started to fidget in his lap, but he was polite as ever: "Well... thank you..."

"Why do you do that?"

Bilbo's head shot up, and he furrowed his brow. "Do what?"

"Look down at your hands when you speak." Fili chuckled. "Am I making you nervous?"

"What? No!" Bilbo lied immediately, but without thinking, his eyes dropped back to his hands as he continued: "I'm... just... I don't know what you mean..." Though he did, he was simply embarrassed about it, so he desperately tried to change the subject: "Though I'm wondering myself ... why you cared to converse with me... No one else seemed to be so interested."

Fili nodded slowly, and spoke softly, kindly. It was obvious he was trying to comfort. The tone actually made the hobbit slowly look up as he spoke: "That's probably true, but I think if we're on a journey like this together, we should know each other on a more personal level. Don't you? Everyone else here is at least a friend to me. You're someone new. That's rare for me." Just as a real guilt set in about his assumptions of Fili's motives, the prince smiled, and spoke again, and, this time, it really sent Bilbo's head spinning. "Besides, you're not exactly unattractive."

Bilbo couldn't help letting his jaw drop, but he caught himself quickly, and shook his head. "I beg your pardon...?"

Before Fili could respond, however, Bombur waddled his way over to them, and announced that dinner was ready. When Fili tried to explain that they would be along shortly, Bombur refused to go without them, and forced them both up by their shirts, rambling on about how important supper was on such a quest, and how they shouldn't be so stubborn. Fili seemed accustomed to this, and on the way over, he managed to gain Bilbo's gaze, and say quietly with a gentle smile, that they would talk later.

Bilbo nodded, and though there was a knot in his throat, and his heart was racing a bit, he found himself looking forward to it. He found the young prince cheeky, and a bit pushy, but he was kind in the way he went about it, and it certainly made him ... intriguing, to say the least. Bilbo blamed it all on cultural difference. Hobbits never courted in such a way... if that's what he was doing. Perhaps it was simply a compliment, but it seemed ... out of place. He suddenly felt ridiculous for wonder, and had to remind himself quickly what could happen when you get close too someone like that. He was friendly, sure, but anything more..? That had proven dangerous before. Of course, it wasn't fair to judge Fili on the actions of others, but Bilbo couldn't help it, and before he even aware, he'd talked himself into dreading the next time he'd speak to the prince.


	2. Chapter 2

_**Walls**_

 _ **Summary: **_ Bilbo had no idea what he had gotten himself into when he joined The Company of Thorin Oakenshield, but he was much less prepared for his nephew.

 _ **Chapter 2**_

Whether it be fortune, or lack of, Fili was determined to speak to Bilbo. Once their supper was finished, and everything had been cleaned up, and put away, Fili invited Bilbo to sit with him again. He did so, not wanting to seem rude, but he couldn't keep his heart from fluttering a bit. Perhaps he should stop this before it got too far. However, if he was mistaken on his intentions, which was possible giving the cultural difference, he could end up offending him severely.

And yet, the conversation turned out to be incredibly pleasant, and once it started, which Bilbo found that Fili was skilled at doing, the hobbit all but lost his will to stop it. They spoke of several different things. Culture, music, dance, weaponry, food, the quest, Hobbiton, The Blue Mountains, the company... almost everything Bilbo could think of conversing about without getting personal, and Bilbo held it as one of the best conversations he had ever had in a long while. In fact, he felt in much better spirits, and had all but forgotten his nerves... but of course, he had also forgotten the flirting... until...

"So, tell me... is there anyone back in Hobbiton that's ... special to you?"

"I've told you about my family."

Fili let out a small chuckle, and for the first time, he broke eye contact with Bilbo, and looked at the grey stone beneath them. "Yes, but that's not exactly what I meant." His let his head hang, but peeked up with those intense blue eyes.

Bilbo instantly felt his cheeks grow hot as he realized his meaning, and answered quickly, putting his hands out in front of him: "Oh, no! No... Not in... I mean, no, nothing like that."

Fili nodded slowly, and lifted his head smoothly, his hair falling back into place perfectly. However, for the first time, Bilbo saw a bit or nerves on him, and it made his heart rise in his chest. He wondered what he could say to make Fili understand that it would be better not to push things like that with him, but before he could think of the right way to express his concerns, the prince spoke again: "Would it be too rude of me to ask if you have ever had a romantic relationship?"

Bilbo really considered telling him that it was rude, and that he'd rather not talk about it, but only half of that was true. Finally, he just decided on a simple answer: "None worth mentioning."

Fili tilted his head a bit in confusion, but then dropped his gaze again. "I'm sorry. I shouldn't have asked."

"No, really, it's fine." Bilbo said quickly, almost before he realized. The way the prince seemed nervous made the hobbit feel bad for him, and he tried to fix but had to think for a moment for the best way to do so. Eventually, he added: "It was just ... a very long time ago." In a quick attempt to avoid becoming nostalgic, he had to speak again: "Um... what about you?"

Fili shook his head, and his smile came back to his face: "Nah, I never had time for that, really. I studied a lot. Trained everyday. Not much personal time for a prince, I suppose." He let out a light hearted laugh, but Bilbo couldn't help but feel sorry for him. He couldn't imagine not being able to get close to anyone because of your birth-given responsibilities. Perhaps that's why he seemed a bit ... pushy. "I enjoyed most everything I learn. I can't say I was unhappy with it."

"You didn't have friends?"

Fili lifted both of his hands, and gestured all around him. "You're looking at them."

Bilbo looked around, and couldn't help but smile at the humorous gesture. Though he had never felt accepted by his follow hobbits, thanks to his family, he was certainly popular. Everyone knew he, and everyone would at least like to say that they were his friend, or at least a friend of the Baggins' in general. Even if some of the older hobbits always said he was 'such an odd child'. He actually spoke his mind, for once, in a happy manner: "In friendship, I'd say it's not quantity that matters, but quality."

This put a large, rather flattering, grin on the prince's face, and suddenly Bilbo was reminded that he should probably be talking him down, and not up. Yet, he didn't want to say something like that, and ruin the conversation, and of course he didn't want to offend him... or perhaps... Bilbo suddenly had to look towards the darkening night quickly as the sudden thought came to him, that perhaps he was only making excuses because of what happened, and maybe ... it wouldn't be so bad to let him. It was a liberating thought for about 5 seconds, and then it became terrifying, again. Like swift storm clouds swallowing up the sun, and all at once, he felt a desperate need for distance.

The hobbit shot up, and nervously rubbed his hands on his pants, while stammering through his sentence. "I'm sorry... I, um... just need... just..." He shook his head, closed his eyes, and threw his hands up in frustration, and simply finished "Excuse me." He whipped around, and walked straight, towards the one corner of the bluff that was unoccupied by the dwarves, and was relieved to see that no one seemed to notice their conversation. Thorin, Balin, and Dwalin were far from them on the far right side, smoking and discussing the quest. Ori, Kili, and Bifur were up in the left corner, sitting on a large boulder, talking, and the rest were around the fire, engulfed in their own conversation.

Bilbo didn't look back, and he could feel his face and ears burning with embarrassment knowing how rude, and odd it must have been to just walk away, but he had to admit that for the first time in a moment, he could take a sincere breath. He rested his hands on his hips, and let his head fall. He took a few more deep breaths letting the open atmosphere sink in. He had to fight back a sudden rush of emotions as he realized just how much he had been affected, and that deciding to join this quest may have been a huge mistake. Of course, he had never expected to encounter this problem. Just as he was beginning to consider turning back around, and going back, he was startled by a sudden voice.

"Are you alright?"

He whipped around, and there was Fili, looking incredibly concerned. Bilbo had to blink a few times to make sure he was seeing correctly. He had followed him? He was suddenly very confused about to feel. It was a bit rude to come over when he had obviously asked for space, but the concern that played on his face was so endearing. "I'm..." He found he had to look down to lie. "I'm fine."

"Are you sure?" Fili took a steps forward, leaving only a couple feet between them, and Bilbo had to fight the urge to step back. "Did I say something wrong?"

"No." The hobbit shook his head, feeling pretty humiliated. "It's not you."

"What is it?"

"Nothing." Bilbo looked up, doing his best to make the point clear. "I do not care to speak of it."

"Are you sure you're alright?"

"Yes. I'm alright. I'm sorry."

"You don't have to apologize." Fili said, his tone rising a bit, and a small smile returning to his lips. Bilbo couldn't help but return it, thinking that nothing seemed to faze the young dwarf. "Of course, I want you to know that you're welcome to talk to me. If you do ever care to speak of it, that is." He gave a small nod at then end, as if he were satisfied with his own offer.

Bilbo smiled, and nodded, though a very loud voice in the back of his mind told him he could never do such a thing, but the gesture was nice, and he was sincerely thankful for it. "Thank you."

"Would you like to come sit back down, or you rather I leave you alone for a while?" Bilbo had to seriously consider his question, and found he wasn't exactly sure. Something about Fili was comforting, but rather scary at the same time. He must have stayed silent for a bit too long, because the prince bent his knees, and caught the hobbit's lowered eyes with his own, and lifted as Bilbo's head did. "It's alright, Bilbo. We should probably sleep anyway. We can speak again tomorrow." Then, with a small bow, and a smile, he turned, and headed back to the fire.

Bilbo let out a sigh. Half relief, half frustration. He must come off incredibly distance, and odd. He felt ridiculous. It had been so long, and yet, he still felt it. That horrible anxiety at the thought of getting close to someone, and as much as Fili ... intrigued him, he knew this quest was not the time, or place, to start opening that can of worms... No, it would be better to keep his relationship with the prince very much platonic. Besides, Thorin already hated him enough. Also, he still wasn't completely convinced that was Fili's intention, so all of his worry could be for nothing, and that made him feel even worse.

After a bit longer of enjoying his solitude, and taking another moment to gather himself, he head back over to the fire, and as he looked around, he saw that most everyone had found a place, and gone to sleep. He noticed his bedroll was still in the same spot, less than a foot away from Fili's, which he now ocuppied, though he was turned the opposite way, toward the rain. He took a breath, bent down, and pulled it away from him slowly, and quietly. He felt satisfied enough when there was about a yard between them, and climbed in quickly, and turned to face the fire, with his back to the prince.

He wasn't sure exactly how to feel. He felt nervous, and a bit overwhelmed, but at the same time, there was a hint of warmth in his heart. Everyone enjoys the thought that someone may be attracted to them. He just wished, that for him, it didn't come with an incredible dose of fear. He wrapped his arms around himself, and closed his eyes. He was exhausted, but had to hope that he would fall asleep. There was a jumble of memories, and feelings, and they were all battling it out in his mind.

He opened his eyes again, and stared at the fire. The dancing flames were nice to look at it, mesmerizing and relaxing. He figured that whatever may come of the situation, he had to keep himself focused on the task at hand, which was surviving this quest, and doing his best at being a "burglar" whatever that meant, anyway. He had no time to relish on bad memories, or new relationships, for that matter. With another deep sigh, and finally feeling the warming comfort of sleep taking him, Bilbo decided, that if he happened to be correct, and Fili was hoping to get... _that_ type of close to him, he may need to have a rather difficult conversation.


	3. Chapter 3

_**Walls**_

 _ **Summary: **_ Bilbo had no idea what he had gotten himself into when he joined The Company of Thorin Oakenshield, but he was much less prepared for his nephew.

 _ **Chapter 3**_

When Bilbo awoke, it was still rather dark, but he could see faint rays of sunshine deep in the foggy woods. He didn't have to look up to feel that the room was still. He closed his eyes tightly, trying to go back to sleep, but he knew it was vain. He had always been a very light sleeper, especially in situations that were less than comfortable. He sighed , and slowly lifted up, glancing from side to side silently. He nearly gasped when he realized that, in his sleep, Fili had turned over was now lying rather close to him, only arms-length away.

The hobbit nearly got up, and moved away from him, but something held him there. He sat, looking down at the young prince, and even though he couldn't admit it to himself just yet, he felt comfortable. He looked so peaceful. His breathing was soft and even. Bilbo wasn't too proud to admit, that Fili was very attractive. His golden hair was sprawled out all around him, and it was shining in the early morning light. Even though his eyes were closed, Bilbo could see that glimmering blue in his mind, and suddenly he felt his ears, and cheeks warm a bit.

Though pushy, Bilbo couldn't help but be fond of the young dwarf. He felt very guilty that he was pulling away, but he knew himself. It was impossible that he would be able to open himself up to someone on such a journey... in such a place. It was better this way. So far, he had managed by himself, and surely Fili would understand.

With another deep breath, he tried desperately to pushed it from his mind.

 _ **...**_

The quest took an unexpected turn, after their departure that morning. The hobbit had no time to worry about such petty things as Fili's conversation when there were goblins, orcs, wargs, and shape-shifters to concentrate on. It surprised even him, however, how right Gandalf had been about his natural abilities as a burglar. He slipped right through several dangers, and by the time they had made it to the shelter of Beorn's home, he was actually feeling a bit of pride in himself. He had done thing he never thought he could do, and he could literally feel himself changing, growing.

And yet...

As they all settled in, and the night closed in around them, he felt old habitual thoughts creep back into his mind. He felt a bit crowded, and he started missing Bag-End. Though, he did not regret the experiences he had, he felt for a moment, that staying home may have been more comfortable, at least. He walked over to the fire, as Bombur, and Kili were talking over the boiling stew. As he took his place on a small log, a safe, but close distance to the two dwarves, he tried to regain his mind, and bring it back from The Shire.

Then, he was yanked back into consciousness by that all too familiar voice: "How are you feeling, Master Baggins?"

Fili took a place beside him, but there was still about a foot of space between them, and Bilbo was grateful. "As well as possible, I suppose." He answered with a professional smile. The prince nodded, pulling out his dagger, and a sharpening stone, and going to work on it slowly. Oddly, he offered no other conversation, and Bilbo had to wonder if he had sincerely offended him the last time they spoke, but as he gazed at his face, there was no anger in it, in fact, he looked very calm, and comfortable, as he worked silently by the fire. He wondered if he was simply trying to appease him by not speaking to him, and he felt guilty, as he started to crave it, and searched his mind for something to say.

Before he could, the prince started for him: "Are you feeling any better?"

He did not have to explain what he meant, and honestly, Bilbo felt happy for the chance to remedy it: "I do. Thank you for your concern. I'm sorry again. It was rude to walk away from you like that."

"Not at all. I was overstepping myself." He looked back down, as if he were embarrassed for it, and slowly slid the blade over the stone as he continued: "I wasn't trying to make you feel uncomfortable."

"That's not hard to do." He admitted without thinking, but before he could speak again, another familiar voice spoke up, catching both of their attention.

"Pardon me, Mr. Baggins." Kili smiled at him, and bowed slightly, shooting his brother a mischevious look. Bilbo would be lying to say he did not see the disapproval on the elder prince. "But I must steal my brother for a moment."

Bilbo smiled at their interaction, and nodded: "Of course. I wouldn't keep him."

"Perhaps I'd rather be kept." Fili said, shooting another look at his brother. Bilbo tilted his head in confusion, but slowly he caught his meaning, and had to look away to allow the smile to come across his face. Fili stood, however, and asked that the hobbit excuse him.

As they walked away, he caught a chuckle from the other side of the fire. He leaned sharply to his left to see Bombur, stirring the stew and shaking his head. Bilbo looked at him closely questioning him with his eyes, and it wasn't long before the chef noticed his expression. His chuckle came in new waves, and it played over his voice: "Fili's got eyes for ya, huh?"

"...Pardon?"

"Oh, don't act you don't notice." Bilbo had to look down, wondering if it were so obvious, but before he could response, Bombur started again. "You should forgive him for coming on so strong. He doesn't get out much, and that's just his nature."

"What if... I..." He had to stop, and look down, thinking of his words carefully, "I don't think that's a very good idea right now..."

"Is something like that ever really a _good_ idea?" Bombur laughed again. "You can't predict those things, lad."

"That's assuming that I return his affection..."

"You don't?" Bombur finally looked completely up from the large pot of stew, and looked into the hobbit's eyes.

Bilbo had to look down. His instinct was to tell him that he absolutely did not, but when he realized that he wasn't sure if that was a lie or not, he found himself wondering exactly how he did feel about it. Besides afraid... and frustrated... frustrated that he was afraid, and that it kept him from even understanding what he really wanted anymore. Before he could form a real answer, he stood, and took a deep breath. In a last attempt not to be rude to someone else, he simply looked at Bombur, shook his head, and shrugged, before walked over to the corner of the room, hoping the distance would clear his mind a bit.

He knew he had to do something. He wasn't sure what, exactly, but it had to be concluded. For his sanity's sake. The was the worst time possible to dive into that part of his mind. Something he had avoided doing for years, even when all he had was time to think. Let alone now, when time was exactly what he lacked. It didn't matter if he wanted to, or not. He simply ... couldn't.

However, he couldn't help feeling like he was loosing out on something. That he was rejecting something that he could potentially want in his life, but he knew that the right thing wasn't always easy, and though it hurt, he knew that his personal demons would never allow it anyway, and the obstacles that they would face were already very daunting. No, the best thing for the both of them would be to end it now. Though a part of him was telling him he would regret it, he steeled himself to go and speak to Fili, but then, just as he seemed to have a knack for, The golden prince appeared: "Do all hobbits enjoy hiding away in dark corners? You seem to."

Bilbo nearly jumped out of his skin, feeling suddenly completely unprepared for the conversation he was just planning. Fili must have instantly noticed his demeanor, because he took a slight step back.

"Should I go?" He asked sincerely.

Bilbo shook his head. "No." He said simply. "I think we should talk." Fili perked a bit, and guilt flooded over Bilbo so quickly it nearly took him off of his feet. He sighed deeply, and looked to the floor. He took another breath to speak, but was interrupted by a shrill yell from the other side of the home. Fili whipped around, and Bilbo looked around him quickly.

It did not take long to notice the source of the sound was Bifur, who was standing, waving his arms, and yelling. Bilbo almost gasped. He had been warmed about Bifur's attack, but to see him now, with his hair standing on end and his eyes on fire, he understood very quickly why they had warned him about it so persistently. Then the furious warrior turned, and lifted one of the massive benches as if it weighed nothing, and lobbed it over his head, straight toward them.

The prince noticed instantly, and jumped clear of the danger, giving Bilbo a completely clear view of the massive projectile heading straight for him. His mind told him to move, to duck, to do anything, but his feet, and body were frozen. Just before he was certain he was going to be crushed right where he stood, a figure appeared in front of him. Large arms wrapped around him, and he felt himself being pulled in tightly, and jerked down toward the floor. Then an ear-shattering slam came from beside them, and Bilbo shut his eyes tightly, just knowing that he, and his savior, were done for.

It seemed like half of a second to Bilbo, but later he noticed that he really had no idea how long they sat there before Kili's shaky voice broke the trance.

"Fili..?" He choked out, and dropped down beside them.

Bilbo looked up instantly, his eyes moving frantically, realizing for the first time what had just happened. The bench had been just long enough to lodge itself in the walls on either side of them, leaving a triangular space. It was then he looked straight up to see golden hair, and realized with a cold grip what had just happened. Fili looked up at the bench, and then to his brother. A grin slowly crawled onto his face, and he sighed deeply. Kili couldn't help but returned it, obviously relieved.

Bilbo looked back to the bench, seeing for the first time, just how close the massive wooden structure had come to the prince. In fact, if they had been any closer at all, it was very possible that they could have been killed, but what really chilled Bilbo to the core was that, because of his act of bravery, it was possible that Fili could have perished, and he could have been spared.

Suddenly, the prince nearly gasped, yanked himself up, bringing Bilbo with him, and then released him so suddenly, the hobbit almost fell over.

"Um..." Fili dusted the hobbit's coat off, and Bilbo could hear Kili giggling to himself, as he rose to join them. "Are you alright?"

"I'm..." Bilbo had to literally shake himself back to reality. "I'm fine. Thank you..." He looked back to Kili, but he was already ducking under the bench, leaving them alone. Quite alone, actually, with the normally formed 'room'. In all the emotion, and realizations, Bilbo could not stop the words from falling out of his mouth: "You ... shouldn't have done that... You could have... Have you lost your mind?"

Fili's hand went to the back of his neck, and he rubbed it nervously, and for the first time, he stumbled over his words: "I ... didn't think. You were... I mean, you just stood there." He shook his head and he spoke with the sincerity of child, as if the thought were simply unfathomable. "I couldn't just let that happen."

"You could have died." Bilbo couldn't decide on which emotion to focus on, but none of them were happy. Just guilt, fear, humiliation, regret, and absolute confusion. "You almost did!"

Suddenly, Fili's hands shot out, and took Bilbo's shoulders firmly, but gently. "Bilbo, it's alright. I'm fine."

Bilbo instantly pushed his arms off, feeling his heart leap into his throat, but he stifled the feeling quickly. He had to speak. "No, it isn't." He closed his eyes, took a deep breath, and then looked at Fili's eyes. "You shouldn't care so much for me."

Fili's head tilted upwards as it sank in what Bilbo had said. "What do you mean? What's wrong with that?"

"Fili... I just think that's it's better that we ... maintain distance."

The prince stared for a moment, then his eyes fell to the floor. It was only for a second, then he looked back up with a new gleam to his eye that Bilbo couldn't place. "That's what you want?"

"I want to be your friend..." Bilbo said, but try as he might, his tone, and heart, were sad as he added: "... but I think that's what we should stay."


	4. Chapter 4

_**Walls**_

 _ **Summary: **_ Bilbo had no idea what he had gotten himself into when he joined The Company of Thorin Oakenshield, but he was much less prepared for his nephew.

 _ **Chapter 4**_

Fili looked down, and at first he looked nothing but confused, then it faded into a smile, but it was a sad one. He gave a laugh, but it didn't sound quite right. He finally managed to look back up at Bilbo, and nodded. "If that's what you want."

Bilbo hesitated, but then replied: "It is."

Fili gave a small bow, and then turned to go, but then stopped short and looked back. "I'm sorry. I must have gotten ahead of myself, but I felt as though..." He trailed off, then shook his head again. "It doesn't matter. Excuse me." Bilbo wanted to say something, anything, to make him feel better, even make him stay, but the only thing he could think to say, he dared not utter, and the prince disappeared behind the massive bench.

 _It's not your fault._

He huffed out a sigh, and let his hands rest on his hips as he stared at the ground. He then reached up, and rubbed his face with both hands, doing his best to remind himself that what he had done was for the best.

Then why did it feel so ... wrong? Why was it so hard?

The thought then occurred to him, that perhaps he owed Fili a bit more of an explanation than that. He did just save his life. Yet, he had never told anyone. In fact, he had never even said it aloud. Was that what he needed? Perhaps... but could he do it? He wasn't so sure. He felt ashamed of himself, and that feeling of longing for Bag-End engulfed him so fully, he had to sit down.

It took him a moment to pull himself together, but eventually, as some of the company started trying to remove the bench from the wall, he made his way back over to the fire. He wasn't sure if he was thankful or disappointed, but Fili was already curled up, and asleep. He loctated his things and set himself up, not too far from the prince, but it was all subconscious. He was exhausted and emotional.

As he did his best to sleep, but he could not rid himself of the thought of explaining to Fili exactly why he didn't think they should be more than friends. It was a very daunting idea, and yet somehow liberating. The thought that someone else would finally know, and hopefully understand, was comforting. He was not afraid of Fili knowing... He was afraid of telling him. Reliving it. Saying it may remind him just how real it was. His heart thumped against his chest just thinking of it.

He could not make the decision, the debate was keeping him awake, and he had to push it from his mind in order to rest, but little did he know ... a mystical forest may unintentionally help them.

 _ **...**_

The feeling inside Mirkwood was almost indescribable. At first, although spooky, it seemed like any other forest, but as they ventured deeper, and, just as Gandalf had warned, drew closer to water, things started to change. Bilbo felt as if the trees were slowly swaying back and forth, and it was difficult not to move with them. Everyone seemed to be slowing down, and all their movements were lethargic. Bilbo knew instantly that they had made a huge mistake venturing into the forest, and he moved towards Thorin, as best he could, and did his best to articulate his concerns.

Thorin wasn't listening, however, and continued trudging through trees, off the path. Bilbo shook his head, trying to regain himself, but it only made him even more dizzy. "No..." He said, and then leaned up and yelled as best as he could: "We must stay on the path!" He pointed to the ground beneath him, and when his voice echoed, he felt it.

"Bilbo!"

The hobbit's eyes fell down to the embankment below him, that the dwarfs had lumbered across, and there stood Fili, though Bilbo had to blink a few times to make sure. He was standing with his hand out. The other was braced on the tree behind him though his feet were planted on the ground, and slowly Bilbo waded through the tangled thoughts to concluded that the prince was feeling the same dizziness.

"Something's not right..." He said to himself.

"Bilbo!" Fili called again. "Come on. We must stay ... with the company." He had to pause in the middle to regain his balance again.

Bilbo slowly reached out, and as soon as their hands grazed slightly, Fili leaned forward, gripped it, and pulled him down, catching him by the waist, but instantly released him, and side-stepped away. If it were not for the intoxicating effect of the woods, the contact would have been startling, but his senses were numb, and honestly, when their chests connected, though only for a brief second, Bilbo felt as if it sent a wave through his whole body. Then suddenly, he sensation came over him that he had had way more than one too many glasses of wine, and when he caught eye contact with the young prince, a surge of emotion came over him.

He forgot about everything. The forest, the company, even the shining gold band in his pocket. He wanted to say a million things to him, but before he could even gather his thoughts, words started falling out of his mouth: "I'm sorry... about last night... It's ... It's not your fault."

Fili turned to him, still swaying, also forgetting the company all together, where they were, or anything outside of what was being said. "What do you mean?"

Bilbo did not think about his response for the first time ... Well, ever. "I think you're wonderful... There is no reason I have ... not to like you..." He looked at the ground, it was slowly starting to spin. "It's me..."

Fili stumbled a bit, but shook his head, trying his best to speak, and stand properly, but his forward reply was absolutely the product of the pheromones of the forest: "Something happened to you ... In your past..."

Had they been in any other place, and he in any normal state of mind, Bilbo would have been appalled, but he was numb, and for the first time since it happened, he felt like he was actually making headway in a conversation. However, he still could not bring himself to elaborate but what he did say was a massive step for him: "Yes... I have to... deal with that before..." He looked up, and when he caught the piercing blue of the prince's eyes, he had to take a deep breath. "Before I can be with anyone..."

Fili looked at him for what felt like a long time, until finally he spoke softly: "Maybe I can help you."

Bilbo instantly shook his head, slowly loosing his ability to communicate at all, and all at once the world started to faded in and out. "No..." He managed, "I'm ... sorry..."

"Why not?"

It was then, Bilbo noticed Fili was handling the effects better than he was, and suddenly he remembered that this was not the time to be talking about this. "Fili... we have to find the company..."

"Wait..!" Fili stepped forward and grabbed Bilbo's wrist to keep him from going, but then instantly remembered himself, and released him quickly. "Please ... I want to try..."

Bilbo was not coherent enough to respond. He tried step forward, but stumbled, and that was the last he remembered before the world went dark.

 _ **...**_

Bilbo could only wish that whatever chemical caused them to become caught in the spider's webs would help him forget the conversation, but alas... He remembered every word, and assumed the prince did as well. Now, the company had been captured by elves, and the tired, humiliated hobbit was stalking around in enemy territory, hoping to find a way to rescue 13 dwarves.

He'd never been more thankful for the ring.

He found a nice dark corner to hide in, watching the guards that held the keys drink, laugh, and talk to each other. He knew it would not be long before he could sneak over and snag the keys, but he took advantage of the moment to catch his breath, and regain himself for the first time since they entered that cursed forest.

If there was any question about the tention between himself and the golden prince, it was certainly answered now. In a way, Fili had announced it, and Bilbo had not given him a real answer. Now, look at where they had ended up. It only reminded the hobbit just how inappropriate of a time it was to even be considering such things. He couldn't need his focus any more, and yet he was very distracted.

As he watched the elf guards slowly grow more and more intoxicated, he concluded that he had a decision to make. One that would alter the course of the quest, if not the rest of his life. Fili wanted to have some kind of romantic relationship. He'd made that clear. That was more than anyone had done in a very long time, and yet ... Bilbo wasn't quite sure if the forest had cause him to speak nonsense, and he also just didn't know if he was ready, even after all those years. Could he really be free of the memories? Even so, would it even be possible with everything they had to deal with on the quest? What about Thorin? He certainly didn't need another reason to dislike Bilbo, and this would probably push him over the edge.

Then Bilbo came to a conclusion that gave him mixed feelings: He should simply wait.

Once the quest came to an end, if they were still alive, that is, they could think clearly about what they wanted to do. Fili could have some time to get over this infatuation with Bilbo being 'new', and the hobbit had time to come to terms with the whole idea. He still wasn't sure if he felt that way about the prince... then a stern voice in his head reminded him that he wouldn't be in such turmoil over someone he felt nothing for. Come on, Bilbo, you're no fool.

However the idea of putting the wall back up was almost painful. He had taken a step with Fili he hadn't taken with anyone in a very long time. Actually, though he had not given any details, it was the first time he had admitted the incident in words. Could he really take it all back now, and tell the prince he'd just have to wait? He felt as though that's what he had to do. For the sake of the quest, which was more important than personal feelings, they should put the emotions aside.

He was brought out of his thoughts by a loud snore coming from the table. The elves were fast asleep, cups rolling on the floor beneath them. Bilbo looked all around several times, knowing there was no room for error, then slowly moved over, lifted the keys off the hook, and tip-toed out of the cellar, making a mental note of the barrels atop a trap door, and where the lever was located.


	5. Chapter 5

_**Walls**_

 _ **Summary: **_ Bilbo had no idea what he had gotten himself into when he joined The Company of Thorin Oakenshield, but he was much less prepared for his nephew.

 _ **Chapter 5**_

The Elven Kingdom was very confusing for a hobbit. Not only the size difference, but the overall architectural differences made Bilbo feel like he was going in circles. He had been so preoccupied in following the holder of the keys that he had forgotten to keep track of the way back to the cells. He was stalking along the winding staircases. The only direction he knew to go was up.

It was the sound of Thorin's unmistakable voice that had brought him to the slightly opened door of the elegant throne room. "Wait!" Thorin's voice was strained in a way Bilbo had never heard. It was _fear_. The hobbit rushed through the door, but stopped short at the scene in front of him.

"Thorin, don't promise him anyth-." Was that..? Bofur? A cold feeling rushed over him as he realized what he was seeing play out right in front of him.

"What do you say now, King Under the Mountain?"

Thorin was silent. Bilbo was screaming in his mind for him to do the only rational thing, and save him. However, the king stood, almost stunned, and Bilbo quickly stared gliding, invisible and silent, toward the toymaker and guard. He made note of the only other door that was just passed them, and knew that he had to act quickly. Then the king spoke. The sake in his voice made Bilbo stop completely: "Put him down. He had nothing to do with this."

"Oh, that's not true, dwarf."

Bilbo couldn't wait one more second, watching Bofur dangling over the ledge. He closed his eyes, and yelled, though it was an unintentional release of anger. He barreled forward and shoved the guard as hard as he could toward safety. Once free, Bofur scrambled to his feet. Bilbo gripped his hand, rushed to the door, threw it open and yanked the toymaker inside. It was only as he was replacing the lock on the door that he realized he was still invisible, and that Bofur must be incredible shocked. Without thinking, he yanked the ring off.

Bofur had to shake his head and rub his eyes. "Bilbo?"

"My goodness, are you alright?"

"Wha..? I'm... I'm fine... Bilbo, how did you do that?!"

"Never mind that. We have to get out of here."

Bofur looked around quickly. "How?"

Bilbo opened his mouth to respond, but stopped suddenly as he realized he had no answer to the question. "Umm... I didn't really get that far in my plan."

Bilbo looked around, just scanning the room for any sign of escape. Suddenly he noticed a small rug on the floor, with one corner flipped up. Knowing that nothing else in the entire palace had looked out of place in such a way, he rushed to it, and tossed it away, finding, as he suspected, a hidden door. He faintly remembered Gandalf mentioning something about Hobbits having this kind of keen sense before, but he gave credit to dumb luck.

"Come on. Hurry." He threw it up with much difficulty.

"What about Thorin?"

"He can take care of himself, Bofur. The elf king is using you against him, you have to get away from here."

With much hesitation, Bofur followed him quickly. There was a ladder of metal inside. Bilbo went down first, with Bofur close behind. The toymaker pulled the trap door closed above him. He saw a latch with a hook to place a lock. He quickly latched it, pressed his flute, the only thing he had, into the lock hook and jerked with all his might causing it to snap, leaving a perfectly sized block of wood wedged in the latch.

They rushed down, and Bilbo did his best the speak over their footsteps, but still be some kind of quiet. "I have the keys. If we hurry we can release the other, and I have a plan for escape, but now we have to make sure Thorin is safe."

As they made it to the bottom of the ladder, Bofur stopped Bilbo quickly. "Go get the others. I'm going back for Thorin."

"No!" Bilbo gripped his arm, and only after dragging him a few paces did Bofur stop.

"Bilbo, please..."

"Bofur, no! Thorin Oakenshield can handle himself. I need your help! Think rationally!"

"I am, Bilbo... I love him. I can't just ran away from him like that!"

Bilbo had to stop and take a breath. For some reason he didn't understand, he was suddenly overcome with the thought of Fili. It was a shocking realization that he _understood_ exactly what the toymaker was feeling. "I know how you feel, Bofur... However, we have to do this. We will go back for him. Together - if we have to." He gave Bofur a soft smile, and with that, he surrendered, and they rushed to find their way to the dungeon.

 _ **...**_

They managed to get to the dungeon undetected. Easier said than done. The first cell they reached was Bifur and Dwalin. Bofur whistled lightly, and Bifur perked at once. He rushed to the bars, and gripped them. When he saw Bofur, he smiled, and his hands signed frantically: /Escape. Hurry. Our leader. Where is he?/

"We're not sure." Bofur answered as Bilbo fumble with the keys, finally finding the correct one, and releasing them.

Bifur quickly started looking his younger cousin over for injuries, and Bofur had to tell him twice in Westron and once in Khuzdul that they didn't have time, and he was fine. They rushed down the line, releasing the dwarfs two by two. The last were Fili and Kili. Bilbo was too rushed to feel any anxiety about being around the prince, and he had figured Fili would feel the same, but just as the cell door was opened enough to squeeze through, the elder prince rushed through, and captured him in a tight embrace.

Bilbo froze, confused about what to do, and he felt the fear contact welling up in him, but as quickly as he had grabbed him, Fili released him, and flashed an apologetic smile. He sighed and said lowly: "I'm glad you're alright." The hobbit simply nodded and smiled back, before waving to the company and started through the corridors.

Bofur ran quickly to the burglar, and spoke as they moved through the paths, obviously a planned route: "I have to go back."

"You can't Bofur. You'll get lost. We have to stay together."

"We can't leave him, Bilbo."

"We won't. I promise. Please, be quiet. All of you!" He turned and placed his finger to his lips. "Quick, but step lightly!"

The company managed to sneak their way through the cellar, passed the sleeping guards. Luckily for them, or they would have been alerted a long time ago. They all climbed into the barrels, but Bofur was frantic. "I'm not leaving without him, Bilbo."

"We aren't."

The hobbit found the lever to the trap door under the barrels. Just before he pulled it, a voice came from the barrels. It was Fili: "Bilbo, wait... You have to come with us!"

Bilbo had to bite his lip for a moment. He felt almost heartbroken, not knowing where they all might end up at the conclusion of all of this. What he understood in that moment was that he wanted to protect as many of them as possible, but if he could only save one, he knew which one it would be, and though this realization scared him, it warmed him at the same time, but for now, there was no room for delay. He looked to the prince with a sad smile: "I'll catch up."

"No, wait!"

The hobbit yanked the lever, and the trap door fell open. The barrels and dwarfs dropped quickly, with Bofur and Bilbo watching, but then from the shadows a guard lunged out. The dwarf and hobbit jumped back. Bofur tossed his half-flute at the assailant without thought. The elf flung a real dagger in retaliation. They both dodged the blade, but Bilbo stepped too close to the half open trap door. As he fell, he reached out for Bofur, who was still recovering from his own movements, and before either them could stop it, they both tumbled down the trap door, and into the rushing currents.

Bilbo erupted from the water, taking in a deep breath. The current was incredibly strong, and it took everything he had just to keep his head above the water. He turned, and looked up at the massive trap door swinging shut behind them, but there was no cause to celebrate their escape just yet. Thorin had been left behind, and though they were no longer prisoners, they were still in the realm of the wood elves, and well within harm's way. They quickly caught up with the barrels, and Dwalin quickly noticed the toymaker and hobbit kicking, and struggling in the water. He lunged out, and grabbed Bofur's wrist, while yelling to Fili to recover their burglar.

Fili yanked him over the lip of the barrel with ease and stared into his eyes for just a second before Bilbo broke the gaze, but Fili spoke anyway: "What were you doing? Why would you stay behind?"

"Thorin is back there. We had to go back for him."

"I could have helped you!" For the first time, Bilbo since frustration from the prince. "Why didn't you tell me?"

"Because I wanted you to be safe!" He spit out.

Fili froze, and the anger dropped from him, but before he could speak: "Dwarfs!"

The thundering voice caught everyone's attention. The waters had calmed, and it was then the company noticed the battalion of elves standing above the locked gate that led to freedom, with the elven king Thranduil standing in front of them. Thorin was standing in front of him, tall, for a dwarf, anyway, and regal as ever, even with twelve bows pointed to the back of his head.

"Thorin..!" Bofur gasped, and started to move again, but Dwalin held him still.

"Surrender now, or your king dies! Even you brutes can understand that!"

The company looked around at one another, and to Thorin, unsure of what to do. Bilbo was frozen, dreading what might happen, and he could feel Fili tensing his fists, and holding his breath, but they were at an unwinnable standoff. Just as the elves started to advance on the company, something occurred that no dwarf would have ever thought would be good fortune. A black orc arrow flew threw the air and connected with the elven king's sword with a loud metallic sound. Orcs breached the walls immediately after. The elves scattered, and Thorin used the moment of confusion to dive into the river, and back among his company. Kili and Bifur were on him instantly, pulling him up and untying his hands.

The company sprang into action. Kili jumped as high as he could, and gripped the edge of the bridge. Bifur was under him instantly and pushed him. He snatched up a bow and some arrows from an unfortunate elf. He started shooting as many orcs as he could, making his way to the gate release.

Bilbo and Fili watched as the younger prince dodged, rolled, and shot his way to the lever. Fili was looking from side to side, and the hobbit knew he was looking for the best way out of the barrel and to his brother, but just as he turned to Bilbo to say something, a sickening yell came from the land. Fili whipped around so quickly, the barrel almost tipped.

"Kili!" He screamed. They both stared in horror as the young prince fell to the stone, a large black arrow lodged into his leg, mere feet from the gate release. Before anyone else could react, a loud roar came from a barrel in front of them, and Bifur tipped it completely, swimming to the edge with incredible speed. He tackled the closest orc to him, savagely stealing his blade, and running it through his chest. He rushed to the prince, hacking and slicing through the enemies that engaged him. Despite his injury, Kili made his way to the lever and pulled it. The gate gave way, and the dwarfs and barrels started flooding under the bridge, now a mere after thought to the battling elves.

Fili and Bilbo watched the young prince fall lifeless on the stone. "Kili!" Thorin 's voice rang out desperately as he tried to stop his barrel but he could not reach the bridge, they were moving too swiftly. "No!" He yelled in defeat. Though flowing quickly, Fili watched as Bifur fended away the orcs, scooped up his brother, and plunged into the water. There was no way to recover them to a barrel, but Fili was confident that Bifur had saved him.

Soon, as the river slowed, so did the attack, and the dwarfs and hobbit found themselves floating in and among the barrels toward a rocky bank. Thorin reached the shore first, planting the sword into the gravel, and holding it steady as they both climbed out.

Fili and Bilbo reached second, conveniently turning away from the rather heated scene between the king and the toymaker. The prince helped Bilbo out of the barrel with minimal contact, and stood close beside him, watching impatiently for signs of his brother. Then, Bifur emerged, looking frantic, and scared, holding a lifeless Kili in his arms. Everyone rushed over, even Bofur and Thorin, but Bilbo held back.

They had escaped, though not without injury, and more than unarmed, but they were alive, and accounted for. The quest could continue, and though he felt his feelings, and maybe even his whole being changing, he still could not shake the fear of the closeness, and wondered once again if all of it were in vain. He was no longer able to deny what he felt for Fili, but he was having difficulty trusting that feeling. He had certainly been wrong before, and he was beyond terrified to make the same mistake. He looked over at the prince, who was tending to his brother with the king, and Gloin, and he found himself wishing that quest would not be over so quickly. When all was said and done, if they were alive to do so, he knew that they would part, and though doubt gripped him savagely, that was something that scared him more than any dragon ever could.


End file.
